Exhibit 4.5


 


 



 


 


 


 


 


 


 


 


PLYMOUTH INDUSTRIAL OP, LP


 


INDENTURE


 


Dated as of                     ,
20


 


 


  


Trustee


 


 


 




    

     

    


TABLE OF CONTENTS


 


 


	 	 	 	PAGE
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	Section 1.1	Definitions.	1
	 	Section 1.2	Other Definitions.	3
	 	Section 1.3	Incorporation by Reference of Trust Indenture Act.	4
	 	Section 1.4	Rules of Construction.	4
	ARTICLE II THE SECURITIES	5
	 	Section 2.1	Issuable in Series.	5
	 	Section 2.2	Establishment of Terms of Series of Securities.	5
	 	Section 2.3	Execution and Authentication.	7
	 	Section 2.4	Registrar and Paying Agent.	7
	 	Section 2.5	Paying Agent to Hold Money in Trust.	8
	 	Section 2.6	Securityholder Lists.	8
	 	Section 2.7	Transfer and Exchange.	8
	 	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities.	9
	 	Section 2.9	Outstanding Securities.	9
	 	Section 2.10	Treasury Securities.	10
	 	Section 2.11	Temporary Securities.	10
	 	Section 2.12	Cancellation.	10
	 	Section 2.13	Defaulted Interest.	10
	 	Section 2.14	Global Securities.	10
	 	Section 2.15	CUSIP Numbers.	11
	ARTICLE III REDEMPTION	11
	 	Section 3.1	Notice to Trustee.	11
	 	Section 3.2	Selection of Securities to be Redeemed.	12
	 	Section 3.3	Notice of Redemption.	12
	 	Section 3.4	Effect of Notice of Redemption.	12
	 	Section 3.5	Deposit of Redemption Price.	13
	 	Section 3.6	Securities Redeemed in Part.	13
	ARTICLE IV COVENANTS	13
	 	Section 4.1	Payment of Principal and Interest.	13
	 	Section 4.2	SEC Reports.	13
	 	Section 4.3	Compliance Certificate.	14
	 	Section 4.4	Stay, Extension and Usury Laws.	14
	ARTICLE V SUCCESSORS	14
	 	Section 5.1	When Operating Partnership May Merge, Etc.	14




    

     

    


 


	 	Section 5.2	Successor Corporation Substituted.	15
	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES	15
	 	Section 6.1	Events of Default.	15
	 	Section 6.2	Acceleration of Maturity; Rescission and Annulment.	16
	 	Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee.	16
	 	Section 6.4	Trustee May File Proofs of Claim.	17
	 	Section 6.5	Trustee May Enforce Claims Without Possession of Securities.	17
	 	Section 6.6	Application of Money Collected.	17
	 	Section 6.7	Limitation on Suits.	18
	 	Section 6.8	Unconditional Right of Holders to Receive Principal and Interest.	18
	 	Section 6.9	Restoration of Rights and Remedies.	18
	 	Section 6.10	Rights and Remedies Cumulative.	19
	 	Section 6.11	Delay or Omission Not Waiver.	19
	 	Section 6.12	Control by Holders.	19
	 	Section 6.13	Waiver of Past Defaults.	19
	 	Section 6.14	Undertaking for Costs.	19
	ARTICLE VII TRUSTEE	20
	 	Section 7.1	Duties of Trustee.	21
	 	Section 7.2	Rights of Trustee.	21
	 	Section 7.3	Individual Rights of Trustee.	21
	 	Section 7.4	Trustee’s Disclaimer.	21
	 	Section 7.5	Notice of Defaults.	21
	 	Section 7.6	Reports by Trustee to Holders.	22
	 	Section 7.7	Compensation and Indemnity.	22
	 	Section 7.8	Replacement of Trustee.	22
	 	Section 7.9	Successor Trustee by Merger, Etc.	23




    

     

    


 


	 	Section 7.10	Eligibility; Disqualification.	23
	 	Section 7.11	Preferential Collection of Claims Against Operating Partnership.	23
	ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	23
	 	Section 8.1	Satisfaction and Discharge of Indenture.	23
	 	Section 8.2	Application of Trust Funds; Indemnification.	24
	 	8.3	Legal Defeasance of Securities of any Series.	25
	 	Section 8.3	Covenant Defeasance.	26
	 	Section 8.4	Repayment to Operating Partnership.	27
	 	Section 8.5	Reinstatement.	27
	ARTICLE IX AMENDMENTS AND WAIVERS	27
	 	Section 9.1	Without Consent of Holders.	27
	 	Section 9.2	With Consent of Holders.	28
	 	Section 9.3	Limitations.	28
	 	Section 9.4	Compliance with Trust Indenture Act.	29
	 	Section 9.5	Revocation and Effect of Consents.	29
	 	Section 9.6	Notation on or Exchange of Securities.	29
	 	Section 9.7	Trustee Protected.	30
	ARTICLE X MISCELLANEOUS	30
	 	Section 10.1	Trust Indenture Act Controls.	30
	 	Section 10.2	Notices.	30
	 	Section 10.3	Communication by Holders with Other Holders.	31
	 	Section 10.4	Certificate and Opinion as to Conditions Precedent.	31
	 	Section 10.5	Statements Required in Certificate or Opinion.	31
	 	Section 10.6	Rules by Trustee and Agents.	31
	 	Section 10.7	Legal Holidays.	31
	 	Section 10.8	No Recourse Against Others.	32
	 	Section 10.9	Counterparts.	32
	 	Section 10.10	Governing Law; Waiver of Jury Trial.	32
	 	Section 10.11	No Adverse Interpretation of Other Agreements.	32
	 	Section 10.12	Successors.	32
	 	Section 10.13	Severability.	32
	 	Section 10.14	Table of Contents, Headings, Etc.	32
	 	Section 10.15	Securities in a Foreign Currency.	33
	 	Section 10.16	Judgment Currency.	33
	ARTICLE XI SINKING FUNDS	34
	 	Section 11.1	Applicability of Article.	34
	 	Section 11.2	Satisfaction of Sinking Fund Payments with Securities.	34
	 	Section 11.3	Redemption of Securities for Sinking Fund.	34
	ARTICLE XII GUARANTEE	35
	 	Section 12.1	Unconditional Guarantee.	35
	 	Section 12.2	Execution and Delivery of Notation of Guarantee.	35
	 	Section 12.3	Limitation on Guarantors’ Liability.	36
	 	Section 12.4	Release of Guarantors from Guarantee.	36


 


 


EXHIBITS


 


	Exhibit A	Form of Notation of Guarantee


 




    

     

    


 PLYMOUTH INDUSTRIAL OP, LP


Reconciliation and tie between Trust Indenture Act
of 1939 and


Indenture, dated as of ____________, 20__


 


	Section 310	 	(a)(1)	 	 	 	7.10	 	 
	 	 	(a)(2)	 	 	 	7.10	 	 
	 	 	(a)(3)	 	 	 	Not Applicable	 	 
	 	 	(a)(4)	 	 	 	Not Applicable	 	 
	 	 	(a)(5)	 	 	 	7.10	 	 
	 	 	(b)	 	 	 	7.10	 	 
	Section 311	 	(a)	 	 	 	7.11	 	 
	 	 	(b)	 	 	 	7.11	 	 
	 	 	(c)	 	 	 	Not Applicable	 	 
	Section 312	 	(a)	 	 	 	2.6	 	 
	 	 	(b)	 	 	 	10.3	 	 
	 	 	(c)	 	 	 	10.3	 	 
	Section 313	 	(a)	 	 	 	7.6	 	 
	 	 	(b)(1)	 	 	 	7.6	 	 
	 	 	(b)(2)	 	 	 	7.6	 	 
	 	 	(c)(1)	 	 	 	7.6	 	 
	 	 	(d)	 	 	 	7.6	 	 
	Section 314	 	(a)	 	 	 	4.2, 10.5	 	 
	 	 	(b)	 	 	 	Not Applicable	 	 
	 	 	(c)(1)	 	 	 	10.4	 	 
	 	 	(c)(2)	 	 	 	10.4	 	 
	 	 	(c)(3)	 	 	 	Not Applicable	 	 
	 	 	(d)	 	 	 	Not Applicable	 	 
	 	 	(e)	 	 	 	10.5	 	 
	 	 	(f)	 	 	 	Not Applicable	 	 
	Section 315	 	(a)	 	 	 	7.1	 	 
	 	 	(b)	 	 	 	7.5	 	 
	 	 	(c)	 	 	 	7.1	 	 
	 	 	(d)	 	 	 	7.1	 	 
	 	 	(e)	 	 	 	6.14	 	 
	Section 316	 	(a)	 	 	 	2.10	 	 
	 	 	(a)(1)(a)	 	 	 	6.12	 	 
	 	 	(a)(1)(b)	 	 	 	6.13	 	 
	 	 	(b)	 	 	 	6.8	 	 
	Section 317	 	(a)(1)	 	 	 	6.3	 	 
	 	 	(a)(2)	 	 	 	6.4	 	 
	 	 	(b)	 	 	 	2.5	 	 
	Section 318	 	(a)	 	 	 	10.1	 	 


 


Note: This reconciliation and tie shall not, for any
purpose, be deemed to be part of the Indenture.


 


Indenture dated as of                     ,
20     among Plymouth Industrial OP, LP, a Delaware limited partnership (the “Operating Partnership”),
the Guarantors (as defined herein) party hereto and                     ,
as trustee (the “Trustee”).


 


Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 




    

     

    







ARTICLE
I

DEFINITIONS AND INCORPORATION BY REFERENCE


Section
1.1Definitions.


“Additional Amounts”
means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Operating Partnership in respect of certain taxes imposed on Holders specified herein or therein and which are owing
to such Holders.


“Affiliate”
of any specified person means any other person directly or indirectly controlling or controlled by or under common control with
such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”), as used with respect to any person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through
the ownership of voting securities or by agreement or otherwise.


“Agent” means
any Registrar, Paying Agent or Notice Agent.


“Board of Directors”
means the Board of Directors of the General Partnre or any duly authorized committee thereof.


“Board Resolution”
means a resolution duly adopted by the Board of Directors.


“Business Day”
means, unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular
Series, any day except a Saturday, Sunday or a legal holiday in The City of New York (or in connection with any payment, the place
of payment) on which banking institutions are authorized or required by law, regulation or executive order to close.


“Capital Stock”
means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however designated and whether or not voting) of corporate
stock, including each class of common stock and preferred stock of such person; and (c) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or limited).


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business related to this Indenture shall be
principally administered.


“Default” means
any event which is, or after notice or passage of time or both would be, an Event of Default.


“Depositary”
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities,
the person designated as Depositary for such Series by the Operating Partnership, which Depositary shall be a clearing agency registered
under the Exchange Act; and if at any time there is more than one such person, “Depositary” as used with respect to
the Securities of any Series shall mean the Depositary with respect to the Securities of such Series.


“Discount Security”
means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.2.


“Dollars” and
“$” means the currency of the United States of America.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.




    1 


     

    


“Foreign Currency”
means any currency or currency unit issued by a government other than the government of the United States of America, including
the euro.


“Foreign Government
Obligations” means, with respect to Securities of any Series that are denominated in a Foreign Currency, direct obligations
of, or obligations guaranteed by, the government that issued or caused to be issued such currency for the payment of which obligations
its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof.


“GAAP” means
generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect as of the date of determination.


“General Partner”
means Plymouth Industrial REIT, Inc., a Maryland corporation, in its capacity as the sole general partner of the Operating Partnership.


“Global Security”
or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the
name of such Depositary or nominee.


“Guarantor”
means (1) the General Partner and (2) each person that executes this Indenture as a guarantor and its respective successors and
assigns, in each case until the Guarantee of such person has been released in accordance with the provisions of this Indenture;
provided, however, that such person shall be a Guarantor only with respect to a Series of Securities for which such person has
executed a Notation of Guarantee with respect to such Series.


“Holder” or
“Securityholder” means a person in whose name a Security is registered.


“Indenture”
means this Indenture as amended or supplemented from time to time and shall include the form and terms of a particular Series of
Securities established as contemplated hereunder.


“interest” with
respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


“Maturity,”
when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.


“Notation of Guarantee”
means a notation, substantially in the form of Exhibit A, executed by a Guarantor and affixed to each Security of any Series
to which the Guarantee of such Guarantor under Article XII of this Indenture applies.


“Officer” means
the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or any Assistant
Treasurer, the Secretary or any Assistant Secretary, and any Vice President of the General Partner.


“Officer’s Certificate”
means a certificate signed by any Officer.


“Operating Partnership
Order” means a written order signed by an Officer.


“Opinion of Counsel”
means a written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel
to the General Partner or its Subsidiaries




    2 


     

    


“person” means
any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


“principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in
respect of, the Security.


“Responsible Officer”
means any officer of the Trustee in its Corporate Trust Office having responsibility for administration of this Indenture and also
means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because
of his or her knowledge of and familiarity with a particular subject.


“SEC” means
the Securities and Exchange Commission.


“Securities”
means the debentures, notes or other debt instruments of the Operating Partnership of any Series authenticated and delivered under
this Indenture.


“Series” or
“Series of Securities” means each series of debentures, notes or other debt instruments of the Operating Partnership
created pursuant to Sections 2.1 and 2.2 hereof.


“Stated Maturity”
when used with respect to any Security, means the date specified in such Security as the fixed date on which the principal of such
Security or interest is due and payable.


“Subsidiary”
of any specified person means any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of that person or a combination thereof.


“TIA” means
the Trust Indenture Act of 1939, as amended.


“Trustee” means
the person named as the “Trustee” in the first paragraph of this indenture until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each person
who is then a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect
to the Securities of any Series shall mean the Trustee with respect to Securities of that Series.


“U.S. Government Obligations”
means securities which are direct obligations of, or guaranteed by, the United States of America for the payment of which its full
faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof, and shall also include
a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder
of a depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligation evidenced by such depositary receipt.




    3 


     

    



Section
1.2Other Definitions.


	TERM	 	DEFINED IN
 SECTION	 
	“Bankruptcy Law”	 	 	6.1	 
	“Custodian”	 	 	6.1	 
	“Guarantee”	 	 	12.1	(b)
	“Event of Default”	 	 	6.1	 
	“Judgment Currency”	 	 	10.16	 
	“Legal Holiday”	 	 	10.7	 
	“mandatory sinking fund payment”	 	 	11.1	 
	“New York Banking Day”	 	 	10.16	 
	“Notice Agent”	 	 	2.4	 
	“optional sinking fund payment”	 	 	11.1	 
	“Paying Agent”	 	 	2.4	 
	“Registrar”	 	 	2.4	 
	“Required Currency”	 	 	10.16	 
	“successor person”	 	 	5.1	 



 


Section
1.3Incorporation by Reference of Trust Indenture Act.


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:


“Commission”
means the SEC.


“indenture securities”
means the Securities.


“indenture security
holder” means a Securityholder.


“indenture to be qualified”
means this Indenture.


“indenture trustee”
or “institutional trustee” means the Trustee.


“obligor” on
the indenture securities means the Operating Partnership and any successor obligor upon the Securities.


All other terms used in
this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and
not otherwise defined herein are used herein as so defined.


Section 1.4Rules
of Construction.


Unless the context otherwise
requires:


(a)       a
term has the meaning assigned to it;


(b)       an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


(c)       “or”
is not exclusive;


(d)       words
in the singular include the plural, and in the plural include the singular; and


(e)       provisions
apply to successive events and transactions.




    4 


     

    


 


ARTICLE
II

THE SECURITIES


Section
2.1Issuable in Series.


The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined
in the manner provided in a Board Resolution, a supplemental indenture or an Officer’s Certificate detailing the adoption
of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued
from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture detailing the adoption of the terms
thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest
rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between
Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits
of the Indenture.


Section
2.2Establishment of Terms of Series of Securities.


At
or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally in the
case of Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections
2.2.2 through 2.2.23) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board
Resolution, supplemental indenture hereto or Officer’s Certificate:


2.2.1       the
title (which shall distinguish the Securities of that particular Series from the Securities of any other Series) and ranking (including
the terms of any subordination provisions) of the Series;


2.2.2       the
price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;


2.2.3       any
limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);


2.2.4       the
date or dates on which the principal of the Securities of the Series is payable;


2.2.5       the
rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including,
but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series
shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such
interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;


2.2.6       the
place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities
of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Operating
Partnership in respect of the Securities of such Series and this Indenture may be delivered, and the method of such payment, if
by wire transfer, mail or other means;


2.2.7       if
applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities
of the Series may be redeemed, in whole or in part, at the option of the Operating Partnership;


2.2.8       the
obligation, if any, of the Operating Partnership to redeem or purchase the Securities of the Series pursuant to any sinking fund
or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;




    5 


     

    



2.2.9        the
dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Operating Partnership
at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;


2.2.10       if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall
be issuable;


2.2.11        the
forms of the Securities of the Series and whether the Securities will be issuable as Global Securities;


2.2.12        f
other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.2;


2.2.13       the
currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and if such currency of
denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;


2.2.14        the
designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the Securities
of the Series will be made;


2.2.15       if
payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or currency
units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to
such payments will be determined;


2.2.16       the
manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined,
if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;


2.2.17       the
provisions, if any, relating to any security provided for the Securities of the Series or the Guarantees;


2.2.18       any
addition to, deletion of or change in the Events of Default which applies to any Securities of the Series and any change in the
right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant
to Section 6.2;


2.2.19       any
addition to, deletion of or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;


2.2.20       any
Depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of
such Series if other than those appointed herein;


2.2.21       the
provisions, if any, relating to conversion or exchange of any Securities of such Series, including if applicable, the conversion
or exchange price, the conversion or exchange period, provisions as to whether conversion or exchange will be mandatory, at the
option of the Holders thereof or at the option of the Operating Partnership, the events requiring an adjustment of the conversion
price or exchange price and provisions affecting conversion or exchange if such Series of Securities are redeemed;


2.2.22       any
other terms of the Series (which may supplement, modify or delete any provision of this Indenture insofar as it applies to such
Series), including any terms that may be required under applicable law or regulations or advisable in connection with the marketing
of Securities of that Series; and




    6 


     

    



2.2.23       whether
the Securities of such Series are entitled to the benefits of the Guarantee of any Guarantor pursuant to this Indenture, whether
any such Guarantee shall be made on a senior or subordinated basis and, if applicable, a description of the subordination terms
of any such Guarantee.


All Securities of any one
Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officer’s Certificate referred to above.


Section
2.3Execution and Authentication.


An Officer shall sign the
Securities on behalf of the Operating Partnership by manual or facsimile signature.


If an Officer whose signature
is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.


A Security shall not be
valid until authenticated by the manual or facsimile signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this Indenture.


The Trustee shall at any
time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of an Operating Partnership Order. Each
Security shall be dated the date of its authentication.


The aggregate principal
amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2,
except as provided in Section 2.8.


Prior to the issuance of
Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities
of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying
with Section 10.4(b).


The Trustee shall have the
right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees,
executive committee or a trust committee of directors and/or vice presidents or a committee of Responsible Officers shall determine
that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities.


The Trustee may appoint
an authenticating agent acceptable to the Operating Partnership to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by such agent. An authenticating agent has the same rights as an Agent to deal with the Operating Partnership or an Affiliate of
the Operating Partnership.


Section
2.4Registrar and Paying Agent.


The Operating Partnership
shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant
to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying
Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”)
and where notices and demands to or upon the Operating Partnership in respect of the Securities of such Series and this Indenture
may be delivered (“Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and
to their transfer and exchange. The Operating Partnership will give prompt written notice to the Trustee of the name and address,
and any change in the name or address, of each Registrar, Paying Agent or Notice Agent. If at any time the Operating Partnership
shall fail to maintain any such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the Trustee with the
name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Operating Partnership hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.




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The Operating Partnership
may also from time to time designate one or more co-registrars, additional paying agents or additional notice agents and may from
time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the
Operating Partnership of its obligations to maintain a Registrar, Paying Agent and Notice Agent in each place so specified pursuant
to Section 2.2 for Securities of any Series for such purposes. The Operating Partnership will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional
paying agent or additional notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent”
includes any additional paying agent; and the term “Notice Agent” includes any additional notice agent. The Operating
Partnership or any of its Affiliates may serve as Registrar or Paying Agent.


The Operating Partnership
hereby appoints the Trustee as the initial Registrar, Paying Agent and Notice Agent for each Series unless another Registrar, Paying
Agent or Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.


Section
2.5Paying Agent to Hold Money in Trust.


The Operating Partnership
shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit
of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal
of or interest on the Series of Securities, and will notify the Trustee in writing of any default by the Operating Partnership
in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee. The Operating Partnership at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Operating Partnership or a Subsidiary of the Operating Partnership)
shall have no further liability for the money. If the Operating Partnership or a Subsidiary of the Operating Partnership acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities
all money held by it as Paying Agent. Upon any bankruptcy, reorganization or similar proceeding with respect to the Operating Partnership,
the Trustee shall serve as Paying Agent for the Securities.


Section
2.6Securityholder Lists.


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders
of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the
Operating Partnership shall furnish to the Trustee at least ten days before each interest payment date and at such other times
as the Trustee may request in writing a list, within 30 days of the receipt by the Operating Partnership of any such request, in
such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series
of Securities.


Section
2.7Transfer and Exchange.


Where Securities of a Series
are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal
amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for
such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the
Registrar’s or a co-registrar’s request. No service charge shall be made for any registration of transfer or exchange
(except as otherwise expressly permitted herein), but the Operating Partnership may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental
charge payable upon exchanges pursuant to Section 2.11, 3.6 or 9.6).


Neither the Operating Partnership
nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business 15 days immediately preceding the mailing of a notice of redemption of Securities of that
Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer
of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.




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Section
2.8 Mutilated, Destroyed, Lost and Stolen Securities.


If any mutilated Security
is surrendered to the Trustee, the Operating Partnership shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


If there shall be delivered
to the Operating Partnership and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Security
and (b) such security or indemnity bond as may be required by each of them to hold itself and any of its agents harmless,
then, in the absence of notice to the Operating Partnership or the Trustee that such Security has been acquired by a bona fide
purchaser, the Operating Partnership shall execute and upon its request the Trustee shall authenticate and make available for delivery,
in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.


In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Operating Partnership in its discretion
may, instead of issuing a new Security, pay such Security.


Upon the issuance of any
new Security under this Section, the Operating Partnership may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


Every new Security of any
Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Operating Partnership, whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all
other Securities of that Series duly issued hereunder.


The provisions of this Section
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.


Section
2.9Outstanding Securities.


The Securities outstanding
at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.


If a Security is replaced
pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced
Security is held by a bona fide purchaser.


If the Paying Agent (other
than the Operating Partnership, a Subsidiary of the Operating Partnership or an Affiliate of the Operating Partnership) holds on
the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date
such Securities of the Series shall cease to be outstanding and interest on them shall cease to accrue.


The Operating Partnership
may purchase or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or otherwise. A Security
does not cease to be outstanding because the Operating Partnership or an Affiliate of the Operating Partnership holds the Security
(but see Section 2.10 below).


In determining whether the
Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof pursuant to Section 6.2.




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Section
2.10Treasury Securities.


In determining whether the
Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction,
notice, consent or waiver, Securities of a Series owned by the Operating Partnership or any Affiliate of the Operating Partnership
shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series that a Responsible Officer of
the Trustee knows are so owned shall be so disregarded.


Section
2.11Temporary Securities.


Until definitive Securities
are ready for delivery, the Operating Partnership may prepare and the Trustee shall authenticate temporary Securities upon an Operating
Partnership Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that
the Operating Partnership considers appropriate for temporary Securities. Without unreasonable delay, the Operating Partnership
shall prepare, and the Trustee upon receipt of an Operating Partnership Order shall authenticate, definitive Securities of the
same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the
same rights under this Indenture as the definitive Securities.


Section
2.12Cancellation.


The Operating Partnership
at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered
for transfer, exchange, payment, replacement or cancellation and shall destroy such canceled Securities (subject to the record
retention requirement of the Exchange Act and the Trustee) and deliver a certificate of such cancellation to the Operating Partnership
upon written request of the Operating Partnership. The Operating Partnership may not issue new Securities to replace Securities
that it has paid or delivered to the Trustee for cancellation.


Section
2.13Defaulted Interest.


If the Operating Partnership
defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted
by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special
record date. The Operating Partnership shall fix the special record date and payment date. At least ten days before the special
record date, the Operating Partnership shall mail to the Trustee and to each Securityholder of the Series a notice that states
the special record date, the payment date and the amount of interest to be paid. The Operating Partnership may pay defaulted interest
in any other lawful manner.


Section
2.14Global Securities.


2.14.1       Terms
of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish whether
the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary
for such Global Security or Securities.


2.14.2       Transfer
and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the
names of Holders other than the Depositary for such Security or its nominee only if (a) such Depositary notifies the Operating
Partnership that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary
ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Operating Partnership fails to appoint
a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (b) the Operating
Partnership executes and delivers to the Trustee an Officer’s Certificate to the effect that such Global Security shall be
so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount
of the Global Security with like tenor and terms.




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Except as provided in this
Section 2.14.2, a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security
to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by
the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.


2.14.3       Legend.
Any Global Security issued hereunder shall bear a legend in substantially the following form:


“This Security is a Global Security
within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the
Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee
only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to
a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such a successor Depositary.”


2.14.4       Acts
of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the
Indenture.


2.14.5       Payments.
Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment
of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


2.14.6       Consents,
Declaration and Directions. The Operating Partnership, the Trustee and any Agent shall treat a person as the Holder of such
principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement
of the Depositary or by the applicable procedures of the Depositary with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.


Section
2.15CUSIP Numbers.


The Operating Partnership
in issuing the Securities may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.


ARTICLE
III

REDEMPTION


Section
3.1Notice to Trustee.


The Operating Partnership
may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms
as provided for in such Securities. If a Series of Securities is redeemable and the Operating Partnership wants or is obligated
to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities,
it shall notify the Trustee in writing of the redemption date and the principal amount of Series of Securities to be redeemed.
The Operating Partnership shall give the notice at least 15 days before the redemption date (or such shorter period as may be acceptable
to the Trustee).




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Section
3.2 Selection of Securities to be Redeemed.


Unless otherwise indicated
for a particular Series by a Board Resolution, supplemental indenture hereto or Officer’s Certificate, if less than all the
Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that
the Trustee deems fair and appropriate, including by lot or other method, unless otherwise required by law or applicable stock
exchange requirements, subject, in the case of Global Securities, to the applicable rules and procedures of the Depositary. The
Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that have denominations larger than $1,000. Securities
of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities
of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series
and the authorized integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption
also apply to portions of Securities of that Series called for redemption.


Section
3.3Notice of Redemption.


Unless otherwise indicated
for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at least 15 days
but not more than 60 days before a redemption date, the Operating Partnership shall mail a notice of redemption by first-class
mail to each Holder whose Securities are to be redeemed.


The notice shall identify
the Securities of the Series to be redeemed and shall state:


(a)       the
redemption date;


(b)       the
redemption price;


(c)       the
name and address of the Paying Agent;


(d)       if
any Securities are being redeemed in part, the portion of the principal amount of such Securities to be redeemed and that, after
the redemption date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed
portion of the original Security shall be issued in the name of the Holder thereof upon cancellation of the original Security;


(e)       that
Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


(f)       that
interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;


(g)       the
CUSIP number, if any; and


(h)       any
other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


At the Operating Partnership’s
request, the Trustee shall give the notice of redemption in the Operating Partnership’s name and at its expense, provided,
however, that the Operating Partnership has delivered to the Trustee, at least five days (or such shorter period as may be acceptable
to the Trustee) prior to the notice date, an Officer’s Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice.


Section
3.4Effect of Notice of Redemption.


Once notice of redemption
is mailed as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption
date and at the redemption price. Notice of redemption may, at the Operating Partnership’s option and discretion, be subject
to one or more conditions precedent. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price
plus accrued interest to but excluding the redemption date.




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Section
3.5Deposit of Redemption Price.


On or before 11:00 a.m.,
New York City time (or such later time as has been agreed to by the Paying Agent), on the redemption date, the Operating Partnership
shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest, if any, on
all Securities to be redeemed on that date. The Paying Agent shall promptly return to the Operating Partnership any money deposited
with the Paying Agent in excess of the amounts necessary to pay the redemption price of and accrued and unpaid interest, if any,
on all Securities to be redeemed or purchased.


If the Operating Partnership
complies with the preceding paragraph, then, unless the Operating Partnership defaults in the payment of such redemption price
plus accrued and unpaid interest, if any, interest on the Securities to be redeemed will cease to accrue on and after the applicable
redemption date, whether or not such Securities are presented for payment.


Section
3.6Securities Redeemed in Part.


Upon surrender of a Security
that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity
equal in principal amount to the unredeemed portion of the Security surrendered.


ARTICLE
IV 

COVENANTS


Section
4.1Payment of Principal and Interest.


The Operating Partnership
covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal
of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. On
or before 11:00 a.m., New York City time, on the applicable payment date, the Operating Partnership shall deposit with the Paying
Agent money sufficient to pay the principal of and interest, if any, on the Securities of each Series in accordance with the terms
of such Securities and this Indenture.


Section
4.2SEC Reports.


Whether or not the Operating
Partnership is subject to Section 13 or 15(d) of the Exchange Act, during any time that any Securities remain outstanding,
the Operating Partnership will, to the extent permitted under the Exchange Act, file with the SEC the annual reports, quarterly
reports and other documents which the Operating Partnership would have been required to file with the SEC pursuant to such Section 13
or 15(d) if the Operating Partnership were so subject (the “Financial Information”), such documents to be filed
with the SEC on or prior to the respective dates (the “Required Filing Dates”) by which the Operating Partnership
would have been required so to file such documents if the Operating Partnership were so subject; provided, however, that notwithstanding
the foregoing, during any period in which the Operating Partnership is not subject to the reporting requirements of Sections 13
or 15(d) of the Exchange Act, the General Partner may elect to satisfy the Operating Partnership’s obligations under this
Section 4.2 by filing with the SEC the Financial Information required to be filed by the General Partner under Sections 13 or 15(d)
of the Exchange Act. The Operating Partnership also will in any event (unless available on the SEC’s Electronic Data Gathering,
Analysis and Retrieval System (or successor system)) within 15 days of each Required Filing Date (i) transmit by mail to all
Holders, without cost to such Holders, copies of the Financial Information filed with the SEC by the Operating Partnership or the
General Partner, as applicable; and (ii) file with the Trustee copies of such Financial Information. If the filing of the
Financial Information by the Operating Partnership or the General Partner, as applicable, with the SEC is not permitted under the
Exchange Act, the Operating Partnership will promptly upon written request and payment of the reasonable cost of duplication and
delivery, supply copies of the Financial Information to any prospective Holder.




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Delivery of any such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Operating
Partnership’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing, content or timeliness of any
report delivered hereunder (aside from the report required under Section 7.6 hereunder).


Section
4.3Compliance Certificate.


The Operating Partnership
shall, so long as any Securities are outstanding, deliver to the Trustee, within 120 days after the end of each fiscal year of
the Operating Partnership, an Officer’s Certificate stating that a review of the activities of the Operating Partnership
and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to
determining whether the Operating Partnership and any Guarantor has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to such Officer signing such certificate, that to the best of such Officer’s knowledge
the Operating Partnership and any Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if
a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may
have knowledge).


The Operating Partnership
will, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default or
Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Operating Partnership
is taking or proposes to take with respect thereto.


Section
4.4Stay, Extension and Usury Laws.


The Operating Partnership
covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture or the Securities and the Operating Partnership (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


ARTICLE
V

SUCCESSORS


Section
5.1When Operating Partnership May Merge, Etc.


The Operating Partnership
shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of it and its Subsidiaries’
properties and assets, taken as a whole, to, any person (a “successor person”) unless:


(a)       the
Operating Partnership is the surviving entity or the successor person (if other than the Operating Partnership) is a corporation,
limited liability company, partnership (including a limited partnership), trust or other entity organized and validly existing
under the laws of any U.S. domestic jurisdiction and expressly assumes the Operating Partnership’s obligations on the Securities
and under this Indenture;


(b)        immediately
after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing; and


(c)        if
the Operating Partnership is not the successor person, then each Guarantor (if any), unless it has become the successor person,
shall confirm that its Guarantee shall continue to apply to the obligations under the Securities and this Indenture to the same
extent as prior to such merger, conveyance, transfer or lease, as applicable.




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The Operating Partnership
shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing
effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


Notwithstanding the above,
any Subsidiary of the Operating Partnership may consolidate with, merge into or transfer all or part of its properties and assets
to the Operating Partnership or any Guarantor. Neither an Officer’s Certificate nor an Opinion of Counsel shall be required
to be delivered in connection therewith.


Section
5.2Successor Corporation Substituted.


Upon any consolidation or
merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Operating Partnership
in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Operating
Partnership is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Operating Partnership under this Indenture with the same effect as if such
successor person has been named as the Operating Partnership herein; provided, however, that the predecessor Operating Partnership
in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants
under this Indenture and the Securities.


ARTICLE
VI

DEFAULTS AND REMEDIES


Section
6.1Events of Default.


“Event of Default,”
wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officer’s Certificate, it is provided that such Series shall not have the benefit
of said Event of Default:


(a)       default
in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default
for a period of 30 days (unless the entire amount of such payment is deposited by the Operating Partnership with the Trustee or
with a Paying Agent prior to 11:00 a.m., New York City time, on the 30th day of such period); or


(b)       default
in the payment of principal of any Security of that Series at its Maturity; or


(c)       default
in the performance or breach of any covenant or warranty of the Operating Partnership in this Indenture (other than defaults pursuant
to paragraph (a) or (b) above or pursuant to a covenant or warranty that has been included in this Indenture solely for
the benefit of a Series of Securities other than that Series), which default continues uncured for a period of 90 days after there
has been given, by registered or certified mail, to the Operating Partnership by the Trustee or to the Operating Partnership and
the Trustee by the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of that Series
a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


(d)        the
Operating Partnership pursuant to or within the meaning of any Bankruptcy Law:


(i)       commences
a voluntary case,


(ii)       consents
to the entry of an order for relief against it in an involuntary case,


(iii)       consents
to the appointment of a Custodian of it or for all or substantially all of its property, 


(iv)       makes
a general assignment for the benefit of its creditors, or


(v)       generally,
is unable to pay its debts as the same become due; or


(e)       a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:




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(i)       is
for relief against the Operating Partnership in an involuntary case,


(ii)       appoints
a Custodian of the Operating Partnership or for all or substantially all of its property, or


(iii)       orders
the liquidation of the Operating Partnership, and the order or decree remains unstayed and in effect for 60 days; or


any other Event of Default provided with respect to Securities
of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, in
accordance with Section 2.2.18.


 


The term “Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


Section
6.2Acceleration of Maturity; Rescission and Annulment.


If an Event of Default with
respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to
in Section 6.1(d) or (e)), then in every such case the Trustee or the Holders of not less than a majority in principal amount
of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount
Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid
interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Operating
Partnership (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount)
and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(d)
or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding
Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee
or any Holder.


At any time after such a
declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the
outstanding Securities of that Series, by written notice to the Operating Partnership and the Trustee, may rescind and annul such
declaration and its consequences, including any related payment default that resulted from such acceleration, if all Events of
Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities
of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13.


No such rescission shall
affect any subsequent Default or impair any right consequent thereon.


Section
6.3Collection of Indebtedness and Suits for Enforcement by Trustee.


The Operating Partnership
covenants that if


(a)        default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for
a period of 30 days, or


(b)       default
is made in the payment of principal of any Security at the Maturity thereof, or


(c)       is
made in the deposit of any sinking fund payment when and as due by the terms of a Security,


then, the Operating Partnership will, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and any overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.




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If the Operating Partnership
fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Operating Partnership, any Guarantor or any other obligor upon such Securities and collect
the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Operating Partnership, any
Guarantor or any other obligor upon such Securities, wherever situated.


If an Event of Default with
respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


Section
6.4Trustee May File Proofs of Claim.


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Operating Partnership or any other obligor upon the Securities or the property of the Operating Partnership
or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any
demand on the Operating Partnership for the payment of overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,


(a)       to
file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding, and


(b)       to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.7.


Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.


Section
6.5Trustee May Enforce Claims Without Possession of Securities.


All rights of action and
claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall
be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has been recovered.


Section
6.6Application of Money Collected.


Any money or property collected
by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money or property on account of principal or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:




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First: To the payment of
all amounts due the Trustee under Section 7.7; and


Second: To the payment of the amounts
then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities
for principal and interest, respectively; and


Third: To the Operating Partnership or
the Guarantors, as applicable.


Section
6.7Limitation on Suits.


No Holder of any Security
of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless


(a)       such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
Series;


(b)        the
Holders of at least a majority in principal amount of the outstanding Securities of that Series shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


(c)        such
Holder or Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against the costs, expenses
and liabilities which might be incurred by the Trustee in compliance with such request;


(d)        the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


(e)        no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the outstanding Securities of that Series;


it being understood, intended and expressly
covenanted by the Holder of every Security with every other Holder and the Trustee that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders
or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all
such Holders of the applicable Series.


Section
6.8Unconditional Right of Holders to Receive Principal and Interest.


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment
of the principal of and interest, if any, on such Security on the Maturity of such Security, including the Stated Maturity expressed
in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


Section
6.9Restoration of Rights and Remedies.


If the Trustee or any Holder
has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject
to any determination in such proceeding, the Operating Partnership, the Guarantors, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.




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Section
6.10Rights and Remedies Cumulative.


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other
appropriate right or remedy.


Section
6.11Delay or Omission Not Waiver.


No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


Section
6.12Control by Holders.


The Holders of a majority
in principal amount of the outstanding Securities of any Series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such Series, provided that


(a)       such
direction shall not be in conflict with any rule of law or with this Indenture,


(b)        the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction,


(c)       subject
to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee
in personal liability, and


(d)       prior
to taking any action as directed under this Section 6.12, the Trustee shall be entitled to indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


Section
6.13Waiver of Past Defaults.


The Holders of not less
than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities
of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment
of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal
amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.


Section
6.14Undertaking for Costs.


All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Operating Partnership, to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10%
in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of
the payment of the principal of or interest on any Security on or after the Maturity of such Security, including the Stated Maturity
expressed in such Security (or, in the case of redemption, on the redemption date).




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ARTICLE
VII

TRUSTEE


Section
7.1Duties of Trustee.


(a)       If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person’s own affairs.


(b)        Except
during the continuance of an Event of Default:


(i)       The
Trustee need perform only those duties that are specifically set forth in this Indenture and no others.


(ii)       In
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming
to the requirements of this Indenture; however, in the case of any such Officer’s Certificates or Opinions of Counsel which
by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officer’s
Certificates and Opinions of Counsel to determine whether or not they conform to the form requirements of this Indenture.


(c)       The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that:


(i)       This
paragraph does not limit the effect of paragraph (b) of this Section.


(ii)       The
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts.


(iii)       The
Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities
of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding
Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series
in accordance with Section 6.12.


(d)       Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.


(e)       The
Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power.


(f)       The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Operating
Partnership. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


(g)       No
provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance
of any of its duties, or in the exercise of any of its rights or powers, if adequate indemnity against such risk is not assured
to the Trustee to its reasonable satisfaction.


(h)       The
Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections and immunities as are set forth in
paragraphs (e), (f) and (g) of this Section, each with respect to the Trustee.




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Section
7.2Rights of Trustee.


(a)       The
Trustee may rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate
any fact or matter stated in the document.


(b)       Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officer’s Certificate.


(c)       The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
No Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary.


(d)        The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.


(e)       The
Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder without willful misconduct or negligence, and
in reliance thereon.


(f)       The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


(g)       The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit.


(h)       The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this
Indenture.


Section
7.3Individual Rights of Trustee.


The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Operating Partnership or an
Affiliate of the Operating Partnership with the same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. The Trustee is also subject to Sections 7.10 and 7.11.


Section
7.4Trustee’s Disclaimer.


The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Operating Partnership’s
use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication.


Section
7.5Notice of Defaults.


If a Default or Event of
Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series notice of a Default or Event of Default
within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event
of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series,
the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of Securityholders of that Series.




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Section
7.6Reports by Trustee to Holders.


Within 60 days after each
anniversary of the date of this Indenture, the Trustee shall transmit by mail to all Securityholders, as their names and addresses
appear on the register kept by the Registrar, a brief report dated as of such anniversary date, in accordance with, and to the
extent required under, TIA Section 313.


A copy of each report at
the time of its mailing to Securityholders of any Series shall be filed with the SEC and each national securities exchange on which
the Securities of that Series are listed. The Operating Partnership shall promptly notify the Trustee in writing when Securities
of any Series are listed on any national securities exchange.


Section
7.7Compensation and Indemnity.


The Operating Partnership
shall pay to the Trustee from time to time compensation for its services as the Operating Partnership and the Trustee shall from
time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Operating Partnership shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


The Operating Partnership
shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any cost, expense
or liability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by
it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee
shall notify the Operating Partnership promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Operating Partnership shall not relieve the Operating Partnership of its obligations under this Section 7.7 except to
the extent that the Operating Partnership suffers actual prejudice as a result of such failure. The Operating Partnership shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Operating Partnership
shall pay the reasonable fees and expenses of such counsel. The Operating Partnership need not pay for any settlement made without
its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees,
shareholders and agents of the Trustee.


 The Operating Partnership
need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,
employee, shareholder or agent of the Trustee through willful misconduct or negligence.


To secure the Operating
Partnership’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on
all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular
Securities of that Series.


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.1(d) or (e) occurs, the expenses and the
compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.


The provisions of this Section
shall survive the termination of this Indenture.


Section
7.8Replacement of Trustee.


A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance
of appointment as provided in this Section.


The Trustee may resign with
respect to the Securities of one or more Series by so notifying the Operating Partnership at least 30 days prior to the date of
the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee
with respect to that Series by so notifying the Trustee and the Operating Partnership. The Operating Partnership may remove the
Trustee with respect to Securities of one or more Seriesif:




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(a)       the
Trustee fails to comply with Section 7.10;


(b)       the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


(c)       (c)
a Custodian or public officer takes charge of the Trustee or its property; or


(d)       the
Trustee becomes incapable of acting.


If the Trustee resigns or
is removed or if a vacancy exists in the office of Trustee for any reason, the Operating Partnership shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding
Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Operating Partnership.


If a successor Trustee with
respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Operating Partnership or the Holders of at least a majority in principal amount of the Securities
of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Operating Partnership. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for
in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series. Notwithstanding
replacement of the Trustee pursuant to this Section 7.8, the Operating Partnership’s obligations under Section 7.7
hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it for actions
taken or omitted to be taken in accordance with its rights, powers and duties under this Indenture prior to such replacement.


Section
7.9Successor Trustee by Merger, Etc.


If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee, subject to Section 7.10.


Section
7.10Eligibility; Disqualification.


This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a
combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The
Trustee shall comply with TIA Section 310(b).


Section
7.11Preferential Collection of Claims Against Operating Partnership.


The Trustee is subject to
TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.


ARTICLE
VIII

SATISFACTION AND DISCHARGE; DEFEASANCE


Section
8.1Satisfaction and Discharge of Indenture.


This Indenture shall upon
the direction of the Operating Partnership pursuant to an Operating Partnership Order cease to be of further effect with respect
to any Series of Securities specified in such Operating Partnership Order (except as hereinafter provided in this Section 8.1),
and the Trustee, at the expense of the Operating Partnership, shall execute instruments acknowledging satisfaction and discharge
of this Indenture as to such Series, when




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(a)       either


(i)       all
Securities of such Series theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen
and that have been replaced or paid) have been delivered to the Trustee for cancellation; or


(ii)       all
such Securities of such Series not theretofore delivered to the Trustee for cancellation


(1)       have
become due and payable, or


(2)       will
become due and payable at their Stated Maturity within one year, or


(3)       have
been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the expense, of the Operating Partnership, or


(4)       are
deemed paid and discharged pursuant to Section 8.3, as applicable;


and the Operating Partnership, in the case of
(1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose an amount of money or U.S. Government Obligations sufficient for the purpose of paying and discharging the entire
indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, including the principal of, any premium
and interest on, and, to the extent that the Securities of such Series provide for the payment of Additional Amounts thereon and
the amount of any such Additional Amounts which are or will be payable with respect to such Securities is at the time of the deposit
determinable by the Operating Partnership (in the Operating Partnership’s exercise of reasonable discretion), any Additional
Amounts with respect to, such Securities to the date of such deposit (in the case of Securities which have become due and payable
on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


(b)       the
Operating Partnership has paid or caused to be paid all other sums payable hereunder by the Operating Partnership; and


(c)        the
Operating Partnership has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Operating Partnership to the Trustee under Section 7.7, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8,
8.2 and 8.5 shall survive.


If the Operating Partnership
exercises the satisfaction and discharge provisions in compliance with this Indenture with respect to Securities of a particular
Series that are entitled to the benefit of the Guarantee of any Guarantor, the Guarantee will terminate with respect to that Series
of Securities.


Section
8.2Application of Trust Funds; Indemnification.


(a)       Subject
to the provisions of Section 8.5, all money or U.S. Government Obligations deposited with the Trustee pursuant to Section 8.1,
all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3
or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited
with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Operating Partnership
acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Section 8.3 or 8.4.




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(b)       The
Operating Partnership shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against
U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 8.3 or 8.4 or the interest and
principal received in respect of such obligations other than any payable by or on behalf of Holders.


(c)       The
Trustee shall deliver or pay to the Operating Partnership from time to time upon Operating Partnership Order any U.S. Government
Obligations or Foreign Government Obligations or money held by it as provided in Section 8.3 or 8.4 which, in the opinion
of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited
for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received.
This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations
held under this Indenture.




		8.3	Legal Defeasance of Securities of any Series.






Unless this Section 8.3
is otherwise specified, pursuant to Section 2.2, to be inapplicable to Securities of any Series, the Operating Partnership
shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st
day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates
to such outstanding Securities of such Series, shall no longer be in effect and any Guarantee will terminate with respect to that
Series of Securities (and the Trustee, at the expense of the Operating Partnership, shall, upon receipt of an Operating Partnership
Order, execute instruments acknowledging the same), except as to:


(d)       
the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof,
(i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series
on the Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund
payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the
terms of this Indenture and the Securities of such Series;


(e)       the
provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5; and


(f)       the
rights, powers, trust and immunities of the Trustee hereunder and the Operating Partnership’s obligations in connection therewith;


provided that the following conditions shall
have been satisfied:


(g)       the
Operating Partnership shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with
the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated
in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated
in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment
of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount
in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank expressed
in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest,
if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments
of interest or principal and such sinking fund payments are due;




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(h)       such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument
to which the Operating Partnership is a party or by which it is bound (other than a Default or Event of Default resulting from
the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Operating
Partnership or any Subsidiary) and the granting of liens to secure such borrowings);


(i)       no
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date;


(j)       the
Operating Partnership shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect
that (i) the Operating Partnership has received from, or there has been published by, the Internal Revenue Service a ruling,
or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of
such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge had not occurred;


(k)        


(l)       the
Operating Partnership shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made
by the Operating Partnership with the intent of defeating, hindering, delaying or defrauding any other creditors of the Operating
Partnership; and


(m)       the
Operating Partnership shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with.


Section
8.3Covenant Defeasance.


Unless this Section 8.4
is otherwise specified pursuant to Section 2.2 to be inapplicable to Securities of any Series, the Operating Partnership may
omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.2,
4.3 and 4.4 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board
Resolution or an Officer’s Certificate delivered pursuant to Section 2.2 (and the failure to comply with any such covenants
shall not constitute a Default or Event of Default with respect to such Series under Section 6.1) and the occurrence of any
event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate
delivered pursuant to Section 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default
hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:


(a)       With
reference to this Section 8.4, the Operating Partnership has deposited or caused to be irrevocably deposited (except as provided
in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities
of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities
of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations,
which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public
accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each
installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such
Series on the dates such installments of interest or principal and such sinking fund payments are due;




    26 


     

    



(b)       Such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument
to which the Operating Partnership is a party or by which it is bound (other than a Default or Event of Default resulting from
the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Operating
Partnership or any Subsidiary) and the granting of liens to secure such borrowings);


(c)       No
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of
such deposit;


(d)       The
Operating Partnership shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of
such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such deposit and covenant defeasance had not occurred;


(e)       The
Operating Partnership shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made
by the Operating Partnership with the intent of defeating, hindering, delaying or defrauding any other creditors of the Operating
Partnership; and


(f)        The
Operating Partnership shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied
with.


Section
8.4Repayment to Operating Partnership.


Subject to applicable abandoned
property law, the Trustee and the Paying Agent shall pay to the Operating Partnership upon request any money held by them for the
payment of principal and interest that remains unclaimed for two years. After that, Securityholders entitled to the money must
look to the Operating Partnership for payment as general creditors unless an applicable abandoned property law designates another
person.


Section
8.5Reinstatement.


If the Trustee or the Paying
Agent is unable to apply any money deposited with respect to Securities of any Series in accordance with Section 8.1 by reason
of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Operating Partnership under this Indenture with respect to the Securities
of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.1 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with
Section 8.1; provided, however, that if the Operating Partnership has made any payment of principal of or interest on or any
Additional Amounts with respect to any Securities because of the reinstatement of its obligations, the Operating Partnership shall
be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent after payment in full to the Holders.


ARTICLE
IX

AMENDMENTS AND WAIVERS


Section
9.1Without Consent of Holders.


The Operating Partnership,
any Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent
of any Securityholder:


to cure any ambiguity, omission, defect or inconsistency;


(a)       to
comply with Article V;




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(b)       to
provide for uncertificated Securities in addition to or in place of certificated Securities;


(c)       to
surrender any of the Operating Partnership’s rights or powers under this Indenture;


(d)       to
add covenants or events of default for the benefit of the holders of Securities of any Series;


(e)       to
comply with the applicable procedures of the applicable depositary;


(f)       to
make any change that does not adversely affect the rights of any Securityholder;


(g)       to
provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture;


(h)       to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee;


(i)        to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;


(j)       to
reflect the release of any Guarantor in accordance with Article XII; or


(k)       to
add Guarantors with respect to any or all of the Securities or to secure any or all of the Securities or the Guarantees.


Section
9.2With Consent of Holders.


The Operating Partnership,
any Guarantors and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority
in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at
least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Operating Partnership
with any provision of this Indenture or the Securities with respect to such Series.


It shall not be necessary
for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental
indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture
or waiver under this section becomes effective, the Operating Partnership shall mail to the Holders of Securities affected thereby,
a notice briefly describing the supplemental indenture or waiver. Any failure by the Operating Partnership to mail or publish such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture
or waiver.


Section
9.3Limitations.


Without the consent of each
Securityholder affected, an amendment or waiver may not:


(a)       reduce
the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;


(b)       reduce
the rate of or extend the time for payment of interest (including default interest) on any Security;




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(c)       reduce
the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment
of any sinking fund or analogous obligation;


(d)       reduce
the principal amount of Discount Securities payable upon acceleration of the maturity thereof;


(e)       waive
a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration
of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such
Series and a waiver of the payment default that resulted from such acceleration);


(f)       make
the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;


(g)       make
any change in Section 6.8, 6.13 or 9.3 (this sentence);


(h)       waive
a redemption payment with respect to any Security, provided that such redemption is made at the Operating Partnership’s option;
or


(i)       if
the Securities of that Series are entitled to the benefit of the Guarantee, release any Guarantor of such Series other than as
provided in this Indenture or modify the Guarantee in any manner adverse to the Holders.


Section
9.4Compliance with Trust Indenture Act.


Every amendment to this
Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the
TIA as then in effect.


Section
9.5Revocation and Effect of Consents.


Until an amendment is set
forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent
by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder
may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the
date of the supplemental indenture or the date the waiver becomes effective.


Any amendment or waiver
once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of
a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt
as the consenting Holder’s Security.


The Operating Partnership
may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed,
then notwithstanding the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to give such consent or to revoke any consent previously given or take any
such action, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective
for more than 120 days after such record date.


Section
9.6Notation on or Exchange of Securities.


The Operating Partnership
or the Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated.
The Operating Partnership in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new
Securities of that Series that reflect the amendment or waiver.




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Section
9.7Trustee Protected.


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected
in relying upon, an Officer’s Certificate or an Opinion of Counsel complying with Section 10.4. The Trustee shall sign
all supplemental indentures upon delivery of such an Officer’s Certificate or Opinion of Counsel, except that the Trustee
need not sign any supplemental indenture that adversely affects its rights.


ARTICLE
X 

MISCELLANEOUS


Section
10.1Trust Indenture Act Controls.


If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by
the TIA, such required or deemed provision shall control.


Section
10.2Notices.


Any notice or communication
by the Operating Partnership, any Guarantor or the Trustee to the other, or by a Holder to the Operating Partnership, any Guarantor
or the Trustee, is duly given if in writing and delivered in person or mailed by first-class mail:



if to the Operating Partnership or any Guarantor:




Plymouth Industrial REIT, Inc.


260 Franklin Street, 7th Floor


Boston, MA 02110


Attention: Jeffrey E. Witherell, Chief Executive Officer




with a copy to:




Winston & Strawn LLP


2121 N. Pearl Street, Suite 900


Dallas, TX 75201


Attention:   Kenneth L. Betts



if to the Trustee:





 


Attention:      



The Operating Partnership, any Guarantor or
the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.


Any notice or communication
to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the Registrar. Failure to
mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect
to other Securityholders of that or any other Series.


If a notice or communication
is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder
receives it.




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If the Operating Partnership
or any Guarantor mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the
same time.


Notwithstanding any other
provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any
notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given
to the Depositary for such Security (or its designee) pursuant to the customary procedures of such Depositary.


Section
10.3Communication by Holders with Other Holders.


Securityholders of any Series
may communicate pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with respect
to their rights under this Indenture or the Securities of that Series or all Series. The Operating Partnership, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).


Section
10.4Certificate and Opinion as to Conditions Precedent.


(a)       Upon
any request or application by the Operating Partnership to the Trustee to take any action under this Indenture, the Operating Partnership
shall furnish to the Trustee:


an Officer’s Certificate stating that, in
the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with; and


(b)       an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


Section
10.5Statements Required in Certificate or Opinion.


Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant
to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:


(a)       a
statement that the person making such certificate or opinion has read such covenant or condition;


(b)       a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


(c)       a
statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with; and


(d)       a
statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


Section
10.6Rules by Trustee and Agents.


The Trustee may make reasonable
rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable
requirements for its functions.


Section
10.7Legal Holidays.


Unless otherwise provided
by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular Series, a “Legal Holiday”
is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.




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Section
10.8No Recourse Against Others.


A director, officer, employee,
stockholder or controlling person (past or present), as such, of the Operating Partnership or any Guarantor shall not have any
liability for any obligations of the Operating Partnership under the Securities, the Guarantee or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives
and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.


Section
10.9Counterparts.


This Indenture may be executed
in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Indenture
and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as
to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all purposes.


Section
10.10Governing Law; Waiver of Jury Trial.


THIS INDENTURE AND THE SECURITIES,
INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW). EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


Section
10.11 No Adverse Interpretation of Other Agreements.


This Indenture may not be used to interpret another
indenture, loan or debt agreement of the Operating Partnership or a Subsidiary of the Operating Partnership. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


Section
10.12Successors.


All agreements of the Operating
Partnership and the Guarantors in this Indenture and the Securities shall bind their respective successors. All agreements of the
Trustee in this Indenture shall bind its successor.


Section
10.13Severability.


In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


Section
10.14Table of Contents, Headings, Etc.


The Table of Contents, Cross
Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.




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Section
10.15Securities in a Foreign Currency.


Unless otherwise specified
in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be
taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected
by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated
in more than one currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the
purpose of taking such action shall be determined by converting any such other currency into a currency that is designated upon
issuance of any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto
or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series
of Securities, such conversion shall be at the spot rate for the purchase of the designated currency as published in The Financial
Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is
no longer available in The Financial Times, such source as may be selected in good faith by the Operating Partnership) on any date
of determination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities
of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.



All decisions and determinations
provided for in the preceding paragraph shall, in the absence of manifest error, to the extent permitted by law, be conclusive
for all purposes and irrevocably binding upon the Trustee and all Holders.


Section
10.16Judgment Currency.


The Operating Partnership
agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the
Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any
recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative
or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt
shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day”
means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized
or required by law, regulation or executive order to close.




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ARTICLE
XI

SINKING FUNDS


Section
11.1Applicability of Article.


The provisions of this Article
shall be applicable to any sinking fund for the retirement of the Securities of a Series if so provided by the terms of such Securities
pursuant to Section 2.2, except as otherwise permitted or required by any form of Security of such Series issued pursuant
to this Indenture.


The minimum amount of any
sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking
fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities
of any Series as provided for by the terms of the Securities of such Series.


Section
11.2Satisfaction of Sinking Fund Payments with Securities.


The Operating Partnership
may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant
to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable
(other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities
of such Series to which such sinking fund payment is applicable and which have been repurchased by the Operating Partnership or
redeemed either at the election of the Operating Partnership pursuant to the terms of such Series of Securities (except pursuant
to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions
pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall
be received by the Trustee, together with an Officer’s Certificate with respect thereto, not later than 15 days prior to
the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose
by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash
payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except
upon receipt of an Operating Partnership Order that such action be taken, and such cash payment shall be held by the Trustee or
a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent
shall from time to time upon receipt of an Operating Partnership Order pay over and deliver to the Operating Partnership any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the Operating Partnership to the Trustee of Securities
of that Series purchased by the Operating Partnership having an unpaid principal amount equal to the cash payment required to be
released to the Operating Partnership.


Section
11.3Redemption of Securities for Sinking Fund.


Not less than 45 days (unless
otherwise indicated in the Board Resolution, supplemental indenture hereto or Officer’s Certificate in respect of a particular
Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Operating Partnership will deliver
to the Trustee an Officer’s Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that
Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2,
and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Operating Partnership
shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board
Resolution, Officer’s Certificate or supplemental indenture in respect of a particular Series of Securities) before each
such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Operating Partnership in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.




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ARTICLE
XII

GUARANTEE


Section
12.1Unconditional Guarantee.


(a)       Notwithstanding
any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely
to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the
Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series.


(b)       For
value received, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees (the “Guarantee”)
to the Holders and to the Trustee the due and punctual payment of the principal of and interest on each Series of Securities for
which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under
this Indenture and the Securities of such Series by the Operating Partnership, when and as such principal and interest shall become
due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according
to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3.


(c)       Failing
payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly
and severally obligated to pay the same immediately. Each of the Guarantors hereby agrees that its obligations hereunder shall
be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee
(including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against
the Operating Partnership or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of any of the Guarantors. Each Guarantor hereby agrees that in the event of
a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by
the Trustee on behalf of the Holders or, subject to Section 6.7, by the Holders, on the terms and conditions set forth in
this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Operating Partnership
or any other Guarantor.


(d)       Each
Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Operating Partnership or any of the Guarantors, and all demands whatsoever and (ii) acknowledges
that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations
hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it. Each
Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to the Guarantee
is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization
of the Operating Partnership or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded
or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be
effective or be reinstated, as the case may be, as though such application had not been made.


(e)       Each
Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Operating Partnership in respect of any
amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor shall not be
entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities
entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or discharged.


Section
12.2Execution and Delivery of Notation of Guarantee.


To evidence the Guarantee
of a Guarantor of a Series of Securities, a Notation of Guarantee, executed by either manual or facsimile signature of an officer
of such Guarantor, shall be affixed on each Security entitled to the benefits of the Guarantee of such Guarantor. If any officer
of any Guarantor whose signature is on a Notation of Guarantee no longer holds that office at the time the Trustee authenticates
a Security to which such Notation of Guarantee is affixed or at any time thereafter, the Guarantee of such Security shall be valid
nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery
of any Guarantee relating to such Security set forth in the Indenture on behalf of the Guarantor.




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Section
12.3Limitation on Guarantors’ Liability.


Each Guarantor by its acceptance
hereof and each Holder of Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such
parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes
of any federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of the Guarantee
and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections
from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee,
not result in the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer
under federal or state law.


Section
12.4Release of Guarantors from Guarantee.


(a)       Notwithstanding
any other provisions of this Indenture, the Guarantee of any Guarantor may be released upon the terms and subject to the conditions
set forth in Section 8.1, Section 8.3 and this Section 12.4. Provided that no Default shall have occurred and shall
be continuing under this Indenture, the Guarantee incurred by a Guarantor pursuant to this Article XII shall be unconditionally
released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise,
to any person that is not an Affiliate of the Operating Partnership, of all of the Operating Partnership’s direct or indirect
equity interests in such Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the
merger of such Guarantor into the Operating Partnership or any other Guarantor or the liquidation and dissolution of such Guarantor
(in each case to the extent not prohibited by this Indenture) or (ii) with respect to any Series of Securities, upon the occurrence
of any other condition set forth in the Board Resolution, supplemental indenture or Officer’s Certificate establishing the
terms of such Series.


(b)       Upon
receipt of a written request of the Operating Partnership accompanied by an Officer’s Certificate or Opinion of Counsel to
the effect that any Guarantor is entitled to release from the Guarantee in accordance with the provisions of this Indenture, the
Trustee shall deliver an appropriate instrument evidencing the release of such Guarantor from the Guarantee. Any Guarantor not
so released shall remain liable for the full amount of principal of and interest on the Securities entitled to the benefits of
the Guarantee as provided in this Indenture, subject to the limitations of Section 12.3.


[Signature Page Follows]


 


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed as of the day and year first above written.


 


	 	PLYMOUTH INDUSTRIAL OP, LP
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	 	 	 	, as a Guarantor
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	 	[Trustee]	 	 
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:


 


 


 


 




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EXHIBIT A


 


FORM OF


 


NOTATION OF GUARANTEE


 Each
Guarantor signing below has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture, the due and punctual payment of the principal of and interest on the Securities to which this
notation is affixed and all other amounts due and payable under the Indenture and the Securities to which this notation is affixed
by the Operating Partnership.


The obligations of such Guarantor
to the Holders of Securities to which this notation is affixed and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the
Guarantee.


 


	 	[NAME OF GUARANTOR(S)]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Its:


 


 








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